Confidential Management Advisors

Code of Ethics

General Principals

It is the duty of all Confidential Management
Advisors, Inc. (CMAI) officers, directors, representatives and employees (CMAI
personnel) to, at all times, place the interests of clients first. All personal
securities transactions will be conducted in such a manner as to be consistent
with this Code of Ethics and will avoid any actual or potential conflict of
interest or any abuse of an employee’s position of trust and responsibility. All
CMAI personnel are prohibited from taking inappropriate advantage of their
positions. Information concerning the identity of security holdings and
financial circumstances of clients is confidential. Independence in the
investment decision-making process is paramount. General principals discussed in
this section govern all conduct, whether or not the conduct also is covered by
more specific standards and procedures set forth below. Failure to comply with
the firm’s Code of Ethics of ethics may result in disciplinary action, including
termination of employment.

Securities law - All CMAI personnel will maintain
a current knowledge of and comply with all federal and state securities laws.

Who is covered – supervised persons, access
persons, family members and investment personnel.

Supervised Persons include:

Directors,
officers, and partners of the adviser (or other persons occupying a similar
status or performing similar functions)

Employees of
the adviser

Any other
person who provides advice on behalf of CMAI and is subject to CMAI supervision
and control

Access Persons include
those who:

Have access to
nonpublic information regarding any clients’ purchase or sale of securities, or
nonpublic information regarding the portfolio holdings of any fund the adviser
or its control affiliates manage

Are involved
in making securities recommendations to clients, or has access to such
recommendations that are nonpublic. All of the firm’s directors, officers, and
partners are presumed to be access persons. Access Persons might include
temporary workers, consultants, independent contractors, certain employees of
affiliates or particular persons designated by the chief compliance officer

Family Members

For purposes
of personal securities reporting requirements, “supervised person,” and “access
person” are defined to also include the person’s immediate family (including any
relative by blood or marriage living in the employee’s household), and any
account in which he or she has a direct or indirect beneficial interest (such as
a trust).

Investment Personnel

Third party
portfolio managers, portfolio assistants, securities analysts, and traders are
subject to the General Principals of the Code of Ethics but are not required to
adhere to periodic reporting requirements.

Securities Covered

Covered Security means
any stock, bond, future, investment contract or any other instrument that is
considered a “security” under the Investment Advisers Act. These instruments
also include, but are not limited to:

Shares of
open-end mutual funds that are not advised or sub-advised by the firm (or
certain affiliates, where applicable);

Shares issued
by unit investment trusts that are invested exclusively in one or more open-end
funds, none of which are funds advised or sub-advised by CMAI.

Standards of Business Conduct - Supervised and
access persons will comply with the standards of
business conduct described under SEC rule 204A-1.

Compliance with laws and regulations

Supervised and access
persons are not permitted, in connection with the purchase or sale, directly or
indirectly, of a security held or to be acquired by a client. to:

Defraud such
client in any manner

Mislead such
client, including by making a statement that omits material facts

Engage in any
act, practice or course of conduct which operates or would operate as a fraud or
deceit upon such client

Engage in any
manipulative practice with respect to such client

Engage in any
manipulative practice with respect to securities, including price manipulation.

Conflicts of interest - As a fiduciary, CMAI has
an affirmative duty of care, loyalty, honesty, and good faith to act in the best
interests of its clients. This includes not favoring larger accounts over
smaller accounts, accounts compensated by performance fees over accounts not so
compensated, accounts in which employees have made material personal
investments, accounts of close friends or relatives of supervised and access
persons. The Code of Ethics expressly prohibits inappropriate favoritism of one
client over another client that would constitute a breach of fiduciary duty.

The Code of Ethics prohibits access persons from
using knowledge about pending or currently considered securities transactions
for clients to profit personally, directly or indirectly, as a result of such
transactions, including by purchasing or selling such securities.

Insider trading – Supervised and access persons
are prohibited from trading, either personally or on behalf of others, while in
possession of material, nonpublic information. Material nonpublic information
relates not only to issuers but also to the adviser’s securities recommendations
and client securities holdings and transactions. Potential insider trading
penalties may include civil injunctions, permanent bars from employment in the
securities industry, civil penalties up to three times the profits made or
losses avoided, criminal fines, and jail sentences.

Personal securities transactions – All supervised
and access persons shall comply with the Code of Ethics policies and procedures
for personal securities transactions.

Initial public offerings, limited and private
placements – All supervisory and access persons are prohibited from
participation in any initial public offering, limited or private placements
without pre-clearance from the chief compliance officer. Pre-clearance policy
will consider whether the investment opportunity is being offered to an
individual by virtue of position as an adviser, whether the investment
opportunity should be reserved for clients and other issues.

Supervised and access persons who have been
authorized to acquire securities in a private placement are required to disclose
that investment when they play a part in any client’s subsequent consideration
of an investment in the issuer. In such circumstances, the decision to purchase
securities of the issuer for the client should be made either by another
employee or, at a minimum, should be subject to an independent review by
investment personnel with no personal interest in the issuer.

Blackout periods – Supervised and access persons
are prohibited from executing a securities transaction on a day during which any
client has a pending “buy” or “sell” order in the same (or a related) security
until that order is executed or withdrawn.

Short term trading – Short term trading by any
supervised or access persons in any security held in client accounts is
prohibited. This prohibition includes short selling, options and futures. Short
term trading shall mean the buying and selling of a security within a 30 day
period. Any profits realized on prohibited short term trades shall be disgorged.

Gifts and entertainment - A conflict of interest
occurs when the personal interests of employees interfere or could potentially
interfere with their responsibilities to the firm and its clients. The
overriding principle is that supervised and access persons should not accept
inappropriate gifts, favors, entertainment, special accommodations, or other
things of material value that could influence their decision-making or make them
feel beholden to a person or firm. Similarly, supervised and access persons
should not offer gifts, favors, entertainment or other things of value that
could be viewed as overly generous or aimed at influencing decision-making or
making a client feel beholden to the firm or the supervised person.

Gifts - No supervised or access person may receive
any gift, service, or other thing of more than $100 invalue from any person or
entity that does business with or on behalf of the adviser. No supervised or
access person may give or offer any gift of more than $100 in value to existing
clients, prospective clients, or any entity that does business with or on behalf
of the adviser without pre-approval by the chief compliance officer.

Cash - No supervised or access person may give or
accept cash gifts or cash equivalents to or from a client, prospective client,
or any entity that does business with or on behalf of the CMAI.

Entertainment - No supervised or access person may
provide or accept extravagant or excessive entertainment to or from a client,
prospective client, or any person or entity that does or seeks to do business
with or on behalf of the adviser. Supervised and access persons may provide or
accept a business entertainment event, such as dinner or a sporting event, of
reasonable value, if the person or entity providing the entertainment is
present.

Confidentiality – All information concerning the
identity of security holdings and financial circumstances of clients is
confidential.

Firm Duties. CMAI will
keep all information about clients (including former clients) in strict
confidence, including the client’s identity (unless the client consents), the
client’s financial circumstances, the client’s security holdings, and advice
furnished to the client by the firm. 10

Supervised and access
Persons’ duties. - In addition to insider trading procedures, supervised and
access persons are prohibited from disclosing to persons outside the firm any
material nonpublic information about any client, the securities investments made
by the firm on behalf of a client, information about contemplated securities
transactions, or information regarding the firm’s trading strategies,
except as required to effectuate securities
transactions on behalf of a client or for other legitimate business purposes.

Privacy. All supervised
and access persons will follow and comply with the CMAI Privacy Policy.

Board of Director service – Supervised and access
persons are prohibited from serving as directors of public companies.

Other outside activities – CMAI discourages
supervised and access persons from engaging in outside business or investment
activities that may interfere with their duties with the firm. Outside business
affiliations, including directorships of private companies, consulting
engagements, or public/charitable positions, is prohibited without the prior
written approval of the chief compliance officer.

Regardless of whether an activity is specifically
addressed in the Code of Ethics, supervised and access persons should disclose
any personal interest that might present a conflict of interest or harm the
reputation of the firm.

Marketing and promotional activities - all oral
and written statements, including those made to clients, prospective clients,
their representatives, or the media, must be professional, accurate, balanced,
and not misleading in any way. No promotional materials may be distributed by
any employee without the written authorization of the chief compliance officer.

Compliance procedures

Personal securities transaction procedures and
reporting

All supervised and access persons shall report
their holdings of covered securities within ten days of becoming a supervised or
access person and annually thereafter.

The holdings report must include:

The title and exchange ticker symbol or
CUSIP number, type of security, number of shares and principal amount (if
applicable) of each reportable security in which the access person has any
direct or indirect beneficial ownership;

The name of any broker, dealer or bank
with which the access person maintains an account in which any securities are
held for the access person’s direct or indirect benefit

The date the report is submitted

Quarterly Transaction Reports.

Supervised and access persons are required to
submit to the chief compliance officer transaction reports no later than 30 days
after the end of each calendar quarter covering all transactions in covered
securities during the quarter.

The transaction reports must include information
about each transaction involving a reportable security in which the supervised
or access person had, or as a result of the transaction acquired, any direct or
indirect beneficial ownership.

The quarterly transaction reports must include:

The date of the transaction, the title and
exchange ticker symbol or CUSIP number

The interest rate and maturity date (if
applicable),

The number of shares and the principal
amount (if applicable) of each reportable security involved

The nature of the transaction (e.g.,
purchase, sale)

The price of the security at which the
transaction was effected

The name of the broker, dealer, or bank
with or through which the transaction was effected

The date the report is submitted

Exempt Transactions include:

Securities held in accounts over which the
access person has no direct or indirect influence or control

A transaction report with respect to
transactions effected pursuant to an automatic investment plan;

A transaction report if the report would
duplicate information contained in broker trade confirmations or account
statements that the firm holds in its records so long as the firm receives the
confirmations or statements no later than 30 days after the end of the
applicable calendar quarter

Pre-Clearance Exemptions. Pre-Clearance is not
required for the following:

Purchases or sales over which an access
person has no direct or indirect influence or control

Purchases or sales pursuant to an
automatic investment plan

Purchases effected upon exercise of rights
issued by an issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from such issuers, and sales of such
rights so acquired

Acquisition of securities through stock
dividends, dividend reinvestments, stock splits, reverse stock splits, mergers,
consolidations, spin-offs, and other similar corporate reorganizations or
distributions generally applicable to all holders of the same class of
securities

Open end investment company shares other
than shares of investment companies advised by the firm or its affiliates or
sub-advised by the firm

Certain closed-end index funds

Unit investment trusts

Exchange traded funds that are based on a
broad based securities index

Futures and options on currencies or on a
broad based securities index of interest rates

Other non-volitional events, such as
assignment of options or exercise of an option at expiration

Duplicate Brokerage Confirmations and
Statements. Supervised and access persons are required to direct their brokers
to provide to the chief compliance officer or other designated compliance
official, on a timely basis, duplicate copies of confirmations of all personal
securities transactions and copies of periodic statements for all securities
accounts. These statements may be used in lieu of submitting their quarterly
transaction reports, provided that all of the required information is contained
in those confirmations and statements.

Monitoring of Personal Securities
Transactions. The chief compliance officer will to review personal securities
transactions and holdings reports periodically. Reviews will include monitoring
personal securities transactions and trading patterns of access persons to
assure compliance with the Code of Ethics including:

An assessment of whether the access person
followed any required internal procedures, such as pre-clearance

Comparison of personal trading to any
restricted lists

An assessment of whether the access person
is trading for his or her own account in the same securities he or she is
trading for clients, and if so, whether the clients are receiving terms as
favorable as the access person takes for him or herself

Periodically analyzing the access person’s
trading for patterns that may indicate abuse, including market timing

An investigation of any substantial
disparities between the percentage of trades that are profitable when the access
person trades for his or her own account and the percentage that are profitable
when he or she places trades for clients.

Certification of compliance

Initial Certification -
CMAI will provide all supervised and access persons with a copy of the Code of
Ethics. All supervised and access persons are to certify in writing that they
have:

Received a copy
of the Code of Ethics

Read and
understand all provisions of the Code of Ethics

Agreed to
comply with the terms of the Code of Ethics.

Acknowledgement of
Amendments - CMAI will provide supervised and access persons with any amendments
to the Code of Ethics and supervised and access persons should submit a written
acknowledgement that they have received, read, and understood the amendments to
the Code of Ethics.

Annual Certification -
All supervised and access persons shall annually certify that they have read,
understood, and complied with the Code of Ethics. Additionally, each supervised
and access person shall certify annually that they are not subject to any of the
disciplinary events listed in Item 11 of Form ADV, Part 1.

Recordkeeping - CMAI
will maintain the following records in a readily accessible place:

A copy of each
Code of Ethics that has been in effect at any time during the past five years

A record of any
violation of the Code of Ethics and any action taken as a result of such
violation for five years from the end of the fiscal year in which the violation
occurred

A record of all
written acknowledgements of receipt of the Code of Ethics and amendments for
each person who is currently, or within the past five years was, a supervised or
access person

These records
must be kept for five years after the individual ceases to be a supervised or
access person of the firm

Holdings and
transactions reports made pursuant to the Code of Ethics, including any
brokerage confirmation and account statements made in lieu of these reports

A list of the
names of persons who are currently, or within the past five years were, access
persons

A record of any
decision and supporting reasons for approving the acquisition of securities by
access persons in limited offerings for at least five years after the end of the
fiscal year in which approval was granted.

Administration and enforcement of the Code of
Ethics

Training and Education.
- The chief compliance officer is responsible for training and educating
supervised and access persons regarding the Code of Ethics. Training will occur
periodically and all supervised and access persons are required to attend any
training sessions and read any applicable materials supplied by CMAI.

Annual Review. - The
chief compliance officer shall review at least annually the adequacy of the Code
of Ethics and the effectiveness of its implementation.

Report to Senior
Management The chief compliance officer shall report to senior management
regarding his or her annual review of the Code of Ethics and to bring material
violations to the attention of senior management.

Reporting Violations. -
All supervised and access persons are required to report violations of the
firm’s Code of Ethics of ethics promptly to the chief compliance

Confidentiality. - Such
reports will be treated confidentially to the extent permitted by law and
investigated promptly and appropriately. Such reports may be submitted
anonymously.

Types of Reporting. -
Types of reporting include noncompliance with applicable laws, rules, and
regulations; fraud or illegal acts involving any aspect of the firm’s business;
material misstatements in regulatory filings, internal books and records,
clients’ records or reports; activity that is harmful to clients, including fund
shareholders; and deviations from required controls and procedures that
safeguard clients and the firm.

Advice of Counsel. -
Supervised and access persons are encouraged to seek advice from legal council
with respect to any action or transaction which may violate the Code of Ethics
and to refrain from any action or transaction which might lead to the appearance
of a violation.

Retaliation. -
Retaliation against an individual who reports a violation is prohibited and
constitutes a further violation of the Code of Ethics.

Sanctions - Supervised and access
persons are warned that any violation of the Code of Ethics may result in any
disciplinary action that a designated person or group (e.g., chief compliance
officer, compliance committee) deems appropriate, including, but not limited to,
a warning, fines, disgorgement, suspension, demotion, or termination of
employment. In addition to sanctions, violations may result in referral to civil
or criminal authorities where appropriate.